Creative Catalyst Affiliate Agreement

Affiliate Agreement

By filling out the signup form, you acknowledge that you have read and agree with the terms and conditions associated with this affiliate program.

Joining Our Affiliate Program

By filling out the signup form, you will automatically become an affiliate and are bound by the terms of this agreement. You should fill in text here that goes with your agreement.

Revocation of Affiliate Status

Your affiliate application and status in the program may be suspended or terminated at any time without notice. All commissions earned up to that date will be paid to you.

Affiliate Links

You may place our affiliate links on your website or blog.

AFFILIATE AGREEMENT

CREATIVE CATALYST PRODUCTIONS, INC

This is a legal agreement between You ("Affiliate", or "You") and Creative Catalyst Productions Inc. (CCPI). By completing the above Affiliate Registration application, and checking the box marked "I have read, understand, agree to, and accept the terms of the Creative Catalyst Productions Inc. Affiliate Agreement" and pressing the SUBMIT button, you are confirming that (a) you have read and understand the Creative Catalyst Productions Inc.: Affiliate Agreement ("Agreement"); (b) you are freely providing all of the information required on the application; (c) you accept and agree to the rules regarding participation in the program; and (d) you accept and agree to the Agreement's Terms and Conditions.

This document constitutes the entire agreement between the parties, Creative Catalyst Productions Inc., and the Affiliate, with regard to an affiliate advertising relationship to promote CCPI's subscription programs.

The parties agree as follows:

PARTICIPATION IN THE PROGRAM

After you have completed the online registration form, CCPI will evaluate your application and notify you regarding the status of your website ("Site") in the CCPI Affiliate Program ("Program"). CCPI may reject or cancel your application at any time, should we determine (in our sole discretion) that your Site is unsuitable for the Program.

Your site will be deemed unsuitable for participation if it:

-Violates or promotes the violation of any intellectual property rights, or the rights of a third party.

TERMS AND CONDITIONS

1. Promotion on Affiliate Site

As an Affiliate, we will provide you with a link to a web page containing a variety of graphic and text links which you may display on one or more pages of your Site ("Links"). These Links identify your site as an CCPI Affiliate, and, with the inclusion of html code that we also provide on the above web page, allows users to move from your Site to CCPI's web site. The link may connect to the main CCPI website, or to a specific web page contained within the CCPI website.

2. Your Use of CCPI Links

By displaying and activating the Links, you agree and acknowledge that you will fully cooperate with CCPI in order to establish and maintain such Links. You will update Links as requested by CCPI, from time to time, throughout the term of this Agreement. You shall not alter the Links in any way; however, you may request a Link of a particular size if it is not available from CCPI.

3. CCPI Order Tracking

CCPI acknowledges that the purpose of the Link is to provide the Affiliate with revenue resulting from sales to new customers of CCPI on the CCPI web site.

CCPI will be responsible for tracking orders directly resulting from a Link on the Affiliate Site. In order to enable this tracking, CCPI will include a unique code in certain URL links to CCPI's new subscription and trial pages; this unique code will identify a visitor who has come from your Site to CCPI. Should this visitor purchase any products from the CCPI site with the terms and conditions in Paragraph 4a, then you will receive the compensation described in Paragraph 4b.

CCPI will track the volume and amount of subscriptions generated by your Site and will make available to you un-audited reports summarizing this sales activity. The form, content, access or delivery, and frequency of the reports may vary from time to time at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our sites are properly formatted.

CCPI will be responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns, and related customer service.

Affiliates can track their Affiliate clicks and sales at this link: http://www.ccpvideos.com/page/CCP/AFFILLOGN.This link may change, without notice.

CCPI reserves the right to reject sales that do not comply with certain requirements, which we periodically may establish or amend. We reserve the right to reject orders outside of the United States, or from specific regions, or due to questionable credit risk, as we may determine, in our sole discretion, from time to time.

4. Commissions

A. You will be eligible to collect a commission from new customer sales provided that:

2.The customer is new to CCPI, has not purchased from CCPI previously.

3.The subscriber completes a purchase within thirty (30) days after he or she has followed the link from Your Site to CCPI.

4.The subscriber's account is unaffected by bad debt, failure to pay, fraud, or customer service adjustments.

B. For each subscriber who meets the above criteria, you shall receive a commission of 10%.

5. Reports on Subscription Sales and Subscriber Status

On a quarterly basis, CCPI shall provide you with a report detailing (a) the total number of customers who met the criteria in Paragraph 4; and (b) the total amount due to You. Within 60 days of publication of this report, CCPI shall pay the amount due, if the amount due exceeds $100.

Balances due, under $100, will be held until the first quarter when they exceed $100.

CCPI will not provide You with information about specific subscribers or individual subscriber account activity, and will not disclose details about individual subscribers.

6. CCPI Customers

Visitors who become CCPI customers will be deemed to be customers of CCPI. Accordingly, CCPI's rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. CCPI may change its policies and operating procedures at any time.

7. Publicity

You shall not send out any emails, directly or indirectly, that advertise or promote CCPI, its channels or its offers without CCPI's prior express written consent.

You agree to use your best efforts to participate in our publicity initiatives, press releases, and marketing programs relating to Your participation in the Affiliate program, upon our request. Also, You may not issue or release any announcements regarding CCPI or Your participation in the CCPI affiliate program, without our prior approval.

You agree not to make any representations, warranties or other statements concerning CCPI, CCPI's site, any of CCPI's channels or programming, or CCPI's policies, except as expressly authorized in this Agreement.

8. Use of CCPI Logos and Related

You may use only the CCPI graphics provided on the web page described in Paragraph 1 of these Terms and Conditions, and You may use these only as Links related to the CCPI Affiliate program. You may not change these graphics in any manner.

9. CCPI's Use of Your

CCPI may use Your name, and Your Site name, to advertise, market, promote, and publicize the CCPI Affiliate program. CCPI is not, however, required to so advertise, market, promote, or publicize Your Site.

You represent and warrant that You have the right and power to grant us the above use, and further acknowledge that this grant does not and will not breach, conflict with, or constitute any other agreement; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. When this Agreement is terminated or when it expires, this grant to CCPI shall automatically terminate.

10. Your Site

Affiliate is responsible for notifying CCPI of any malfunctioning Links or other problems with Affiliate's participation in the CCPI Affiliate program. CCPI will respond within reasonable time to all concerns via email to the Affiliate. This notification shall be made via email to: affiliate_links@ccpvideos.com.

Affiliate shall always maintain the quality of its services at a level satisfactory to CCPI. CCPI shall at times have the right to review Affiliate's activities related to this Agreement, and shall have the right to terminate this Agreement if services associated with your Site do not meet CCPI's criteria, which shall be established in CCPI's sole discretion and which CCPI may change from time to time. Should CCPI terminate this Agreement, Paragraph 11 of the Terms and Conditions section shall apply.

Your Site shall not be made to resemble CCPI's website, nor shall it intimate a business connection between You and CCPI beyond the simple Affiliate program relationship as detailed in this Agreement.

You will maintain Your site so that it operates properly, and so that the Links operate properly.

If Your site becomes unavailable for a period of more than 30 days, you will notify CCPI by email: affiliates@ccpvideos.com.

You confirm that materials posted on Your site do not and will not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; do not violate any applicable law or regulation, including but not limited to the Children's Online Privacy Protection Act of 1998.

CCPI disclaims all liability for all such matters. In addition, You will indemnify and hold CCPI harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, and maintenance of Your site.

11. Termination

The term of this Agreement will commence upon our approval of Your registration, and Your successful placement of at least one Link on your Site. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination via email.

12. Modifications to this Agreement

CCPI may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Notice of any change by email, to Your address on our records, or the posting on our site(s) of a change notice or a new agreement, is considered sufficient notice to You of a modification to the terms and conditions of this Agreement.

Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate rules. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement. Your continued participation in CCPI's Affiliate program following our posting of a change notice or new agreement on our site(s) or email to You will constitute binding acceptance of this change. Except for any such modifications this Agreement constitutes the sole and entire agreement of the parties.

13. Business Relationship

You and CCPI are independent contractors. Nothing in this Agreement is intended to, or will, create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Use of the term "Affiliate" does not connote or denote any legal relationship between us except with regard to the specific contractual relationship details in this Agreement. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this section. You have no authority to make or accept any offers or representations on CCPI's behalf, or to present Your Site in any manner except as an Affiliate.

You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement.

14. No Implied Warranty

CCPI makes no express or implied warranties or representations with respect to the Affiliate program or the successful operation of its internet television channels or subscription system. CCPI makes no claims or promises with regard to the fitness, merchantability, non-infringement, or any implied warranties arising from the use of CCPI by customers or visitors. In addition, we make no representation that the operation of our sites will be uninterrupted or error free. CCPI is not liable for the consequences of any interruptions or errors.

15. Representations and Warranties

CCPI represents and warrants to You:

a. CCPI shall make reasonable business efforts to provide excellent service to customers.

b. CCPI shall keep reasonably accurate business records, and provide You with such records in a manner generally consistent with the terms and conditions of this Agreement.

You represent and warrant to CCPI:

a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

b. You understand the Terms and Conditions in this Agreement, and You have consulted with an attorney to discuss any potential issues that may, in any way, affect Your performance under this Agreement.

c. You understand the nature of the Affiliate relationship described in this Agreement.

d. Your participation in this Agreement does not, in any way, conflict with or violate the terms or conditions of any law, agreement, provision of corporate by-laws or other corporate documents,

e. You are free to enter into this Agreement without the consent, approval or authorization of a third party. If such consent, approval or authorization is required, You have secured such, and are free to enter into this Agreement.

f. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trade name, trade or service marks, and, to the best of Your knowledge, no basis exists for any such claim, action, or proceeding.

16. Confidentiality

You agree to keep any and all information related to this agreement's terms, payments and reports provided to You confidential, and agree not to share this information with any third party except Your accountant or bona-fide financial advisor, or in response to a subpoena issued by a court or government agency, or in response to any applicable law.

17. Limitations of Liability

CCPI shall not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate program, even if CCPI has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this will not exceed the total amounts paid or payable to You under this agreement.

Some countries, territories, states, provinces or sovereignties do not allow the limitation or exclusion of consequential damages so the above limitation or exclusion may not apply.

18. Indemnification

You hereby agree to indemnify and hold harmless CCPI and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliate graphics infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation or breach of warranty or a covenant or agreement made by You herein, or (c) any claim related to your Site, including, without limitation, content therein not attributable to us.

19. Jurisdiction

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Oregon. Disputes arising out of this Agreement shall be brought in the federal or state courts located in Linn County, Oregon. If you need to send official correspondence, send it via registered mail to Creative Catalyst Productions Inc., Inc., Box 767, Albany, OR 97321.

20. Assignment

Upon assumption of the majority of its assets, CCPI may assign this Agreement to a third party.

You may not assign this Agreement without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective heirs, successors and assigns.

21. Other Provisions

The headings, organization and divisions in this Agreement are meant for convenience, and shall not be used to interpret the terms or conditions of this Agreement.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

Should CCPI fail to enforce Your strict performance of any provision of this Agreement, such failure shall not constitute a waiver of CCPI's right to subsequently enforce such a provision or any other provision of this Agreement.